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30 Jul 2021 13:47
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Alex Dacre |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | MARLOWE PLC |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | N/A |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 30/07/2021 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | No |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
| Ord | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 4,654,352 | 6.03% |
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(2) Cash-settled derivatives:
| N/A |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A |
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TOTAL: | 4,654,352 | 6.03% |
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All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | Ordinary shares of 50p |
Details, including nature of the rights concerned and relevant percentages: | 1. Marlowe plc Long Term Incentive Plan 2019 under which Alex Dacre has been granted 92,975 of new share options will vest, in whole or in part, on 1 April 2022 (or upon a change of control) subject to performance conditions involving the Company's compound annual total shareholder return having been met over the preceding three-year period.
Upon vesting, the options will be exercisable at a price of 50 pence per ordinary at any time prior to expiry on 31 March 2029.
2. Marlowe plc Long Term Incentive Plan 2020 under which Alex Dacre has been granted 63,380 of new share options will vest, in whole or in part, on 1 April 2023 (or upon a change of control) subject to performance conditions involving the Company's compound annual total shareholder return having been met over the preceding three-year period.
Upon vesting, the options will be exercisable at a price of 50 pence per ordinary at any time prior to expiry on 31 March 2030.
3. 3,913 share options vesting on 1 October 2023 under HMRC approved 2020 Save As You Earn scheme. Subject to the rules of the 2020 SAYE Scheme, participants will be able to exercise their 2020 SAYE Options within six-months commencing from 1 October 2023. The 2020 SAYE Options have an exercise price, calculated in accordance with the rules of the SAYE Scheme, of 460 pence per 2020 SAYE Option
4. Marlowe Executive Incentive Plan under which participants receive a 10% share of total shareholder return created above a hurdle of 10% per annum over a five year performance period. Growth in shareholder value is assessed from 1 April 2021 based on the number of issued Ordinary Shares of 50 pence each in the capital of the Company at that date and the March 2021 placing price of £6.90 per share.
Participants will receive a share of the pool created based on the proportion of the pool they are allocated. Alex Dacre has a 56.5% allocation.
The value of the pool will be converted into new shares at the end of the performance period in the form of a nil-cost options which can be exercised over a five year period from the date of grant (i.e. the end of the performance period), subject to a cap on the maximum number of shares which can be issued, equal to 4,902,295 new shares based on a dilution limit of 10% of the current share capital, less shares issued (and granted but not yet vested) for share incentive schemes since 2016. |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit (£) |
N/A |
|
|
|
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
N/A |
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(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/A |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
N/A |
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(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
N/A |
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | No |
Date of disclosure: | 30/07/2021 |
Contact name: | Matthew Allen |
Telephone number: | 020 3813 8493 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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